UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                For the quarterly period ended September 30, 2005

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
        For the transition period from ___________________ to __________

                        Commission file number 000-30914

                             XTREME COMPANIES, INC.


        (Exact name of small business issuer as specified in its charter)


                 Nevada                                 88-0394012
          --------------------                   -----------------------
       (State  or  other  jurisdiction  of           (IRS  Employer
       incorporation  or  organization)           Identification  No.)

    300  Westlink  Dr.,  Washington,  MO                         36090
---------------------------------------              ------------------
(Address  of  principal  executive  offices)             (Zip  Code)

                                 (636)  390-9000
                               -------------------
                           (Issuer's  telephone  number)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past 90 days. Yes [X]  No [ ]

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).   Yes  [  ]  No  [X]

As  of September 30, 2005, the Issuer had 18,580,376 shares of its common stock,
$0.001  par  value,  issued  and  outstanding.

Transitional  Small  Business  Disclosure  Format  (check one):  Yes [ ]  No [X]

                             Xtreme Companies, Inc.

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<S>       <C>                                                               <C>

                                Table of Contents

                                                                            Page
                                                                            ----
Part  I  -  Financial  Information

     Item  1  -  Financial  Statements.

          Report  on  Review  by  Independent  Public  Accountant              2
          Consolidated  Balance  Sheet as of September 30, 2005                3
          Consolidated  Statement  of  Operations  for  the  Three  and  Nine
             Months Ended September 30, 2005 and September 30, 2004            4
          Statement  of  Cash  Flows  for  the  Nine  Months  Ended
             September 30, 2005 and September 30, 2004                         5
          Statements of Changes in Stockholders Equity as of
             September 30, 2005                                                6
          Notes  to  Financial  Statements                                     6

     Item  2  -  Management's Discussion and Analysis or Plan of Operation.   12
     Item  3  -  Controls  and  Procedures.                                   15

Part  II  -  Other  Information

     Item  1  -  Legal  Proceedings.                                          15
     Item  2  -  Unregistered Sales of Equity Securities and Use of Proceeds. 15
     Item  3  -  Defaults  Upon  Senior  Securities.                          15
     Item  4  -  Submission  of  Matters  to  a  Vote  of  Security  Holders. 15
     Item  5  -  Other  Information.                                          16
     Item  6  -  Exhibits  and  Reports  on  Form  8-K.                       16
</TABLE>

                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                             XTREME COMPANIES, INC.
                          (A Development Stage Company)

                              Financial Statements
                  For the Nine-Months Ended September 30, 2005

                                   (Unaudited)

                               JASPERS + HALL, PC
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ----------------------------
                          9175 Kenyon Avenue, Suite 100
                                Denver, CO 80237
                                  303-796-0099

             Report of Independent Registered Public Accounting Firm

To  the  Board  of  Directors
Xtreme  Companies,  Inc.

We  have reviewed the accompanying balance sheet of Xtreme Companies, Inc. as of
September 30, 2005 and the related statements of operations for the three-months
and  nine-months  ended  September  30,  2005 and cash flows for the nine-months
ended  September  30, 2005, included in the accompanying Securities and Exchange
Commission  Form 10-QSB for the period ended September 30, 2005. These financial
statements  are  the  responsibility  of  the  Company's  management.

We  conducted  our review in accordance with standards established by the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance  with  the standards of the Public Company Accounting Oversight Board
(United  States),  the  objective  of  which  is  the  expression  of an opinion
regarding  the  financial  statements as a whole. Accordingly, we do not express
such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

The  financial  statements  for the year ended December 31, 2004 were audited by
other  accountants,  whose report dated April 13, 2005, expressed an unqualified
opinion  on  those  financial  statements.  They have not performed any auditing
procedures  since  that  date.  In our opinion, the information set forth in the
accompanying  balance  sheet  as  of  September 30, 2005 is fairly stated in all
material  respects  in  relation  to  the  balance  sheet from which it has been
derived.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a going concern. As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern.  The  financial  statements  do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.

/s/Jaspers  and  Hall
---------------------
Jaspers  +  Hall,  PC
Denver,  Colorado
November  30,  2005
                                        2
<PAGE>
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<S>                                                    <C>              <C>

                                Xtreme Companies
                           Consolidated Balance Sheet
                                                        (Unaudited)
                                                       September 30,    December 31,
ASSETS                                                      2005            2004
                                                       -------------   -------------
CURRENT ASSETS
Cash                                                   $     203,982   $     110,673
Accounts Receivable                                            3,908               -
Prepaid expenses                                               2,955           2,955
Prepaid insurance                                              4,743               -
Deposits                                                           -           4,514
                                                       -------------   -------------
   TOTAL CURRENT ASSETS                                      215,588         118,142
                                                       -------------   -------------

NET PROPERTY & EQUIPMENT                                       5,735           4,440

OTHER ASSETS
Advances to Challenger/MHI                                 2,137,961         144,605
                                                       -------------   -------------

 TOTAL ASSETS                                          $   2,359,284   $     267,187
                                                       =============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses                  $     292,872   $     326,266
Payroll tax liabilities                                       94,590         118,375
Deferred revenues                                            177,554          68,000
Short-term convertible promissory notes (net)              1,378,883         232,000
Accrued interest                                             167,055          63,249
                                                       -------------   -------------
     TOTAL CURRENT LIABILITIES                             2,110,954         807,890
                                                        ------------   -------------
LONG TERM LIABILITIES
Convertible debentures(net), related party                 1,685,394         354,150
                                                        ------------   -------------
  TOTAL LIABILITIES                                     $  3,796,348   $   1,162,040
                                                        ------------   -------------
COMMITMENTS AND CONTINGENCIES, NOTE 6

SHAREHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized shares
  at $.001 par value, 18,580,376 shares issued and
  outstanding at Sept 30, 2005, and 11,035,156
  Issued and outstanding at Dec 31, 2004                      18,580          11,035
Additional paid-in capital                                18,273,565      16,861,183
Deferred compensation                                              -        (110,000)
Accumulated deficit                                      (19,729,209)    (17,657,071)
                                                        ------------   -------------
      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)              $ (1,437,064)  $    (894,853)
                                                        ------------   -------------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT)                                      $  2,359,284   $    $267,187
                                                        ============   =============
<FN>
See accompanying notes to financial statements
See accountant's review report
</TABLE>
                                        3
<PAGE>
<TABLE>
<CAPTION>

<S>                                      <C>                <C>               <C>               <C>

                                Xtreme Companies
                      Consolidated Statement of Operations
                                  (Unaudited)

                                                 Three months ended                 Nine months ended
                                                    September 30,                      September 30,
                                          -------------------------------     -------------------------------
                                                2005            2004                2005            2004
                                          ---------------   -------------     ---------------   -------------

REVENUES                                   $      334,671   $           -     $       954,971   $     110,852
COST OF GOODS SOLD                                307,564          40,898             833,756          95,781
                                          ---------------   -------------     ---------------   -------------

GROSS PROFIT                                       27,107         (40,898)            121,215          15,071
                                          ---------------   -------------     ---------------   -------------

OPERATING EXPENSES:
Marketing                                          12,100               -             129,541               -
Investor Relations                                 39,916          89,545             202,921         180,280
Financing Commissions                              12,120          22,000              40,800          41,400
Professional fees                                  98,022           8,294             166,657          62,654
Consulting fees                                   172,065               -             545,430             960
Sales Commissions                                       -          18,712              17,800         142,812
Rent                                               (6,243)         12,707              16,058          37,137
Officer Compensation                               84,000               -             114,000         117,929
Amortization and depreciation                         297             227                 821             777
Writedown of assets                                     -               -                   -          84,821
Salaries                                           24,000          22,057              36,000          67,598
Payroll Taxes                                     (23,659)               -            (20,911)              -
Travel                                             10,777           1,149              26,464           3,949
Business Insurance                                  3,128           6,342               3,882          22,572
Other Expenses                                     25,770          42,829              74,467         384,650
                                          ---------------   -------------     ---------------   -------------
  Total Operating Expenses                        452,293         223,862           1,356,166       1,147,539
                                          ---------------   -------------     ---------------   -------------

Loss from Operations                            (425,186)       (264,760)         (1,234,951)     (1,132,468)
                                          ---------------   -------------     ---------------   -------------

OTHER INCOME (EXPENSES)
Interest expense                                (163,527)        (79,071)           (837,189)       (123,220)
                                          --------------    -------------     ---------------   -------------

NET INCOME (LOSS)                         $     (588,711)    $   (343,831)    $    (2,072,138)  $  (1,255,688)
                                          ==============    =============     ===============   =============

Weighted average number of
  shares outstanding                          18,137,217       10,423,785          16,121,079       9,216,930
                                          ==============    =============     ===============   =============

Net Earnings (Loss) per share             $        (0.03)   $       (0.03)    $         (0.13)    $     (0.14)
                                          ==============    =============     ===============   =============
<FN>
See accompanying notes to financial statements
See accountant's review report
</TABLE>
                                        4
<PAGE>
<TABLE>
<CAPTION>

<S>                                               <C>            <C>              <C>           <C>

                                Xtreme Companies
                            Statement of Cash Flows
                                  (Unaudited)

                                                       Three months ended               Nine months ended
                                                          September 30,                    September 30,
                                                  --------------------------      ---------------------------
                                                       2005          2004              2005           2004
                                                  ------------   -----------      ------------   ------------
Cash Flows From Operating Activities:
  Net Income (Loss)                               $  (588,711)   $  (343,832)     $ (2,072,138)  $ (1,255,688)

  Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation                                          297            227               821            777
    Amortization of Debt Discount                      59,329              -            99,406              -
    (Increase)/Decrease in:
      Accounts receivable                              (3,748)             -            (3,908)             -
      Deferred revenues                                67,614              -           109,554              -
      Advances to Challenger/Marine Holdings         (931,181)             -        (1,993,356)             -
      Issuance of stock for services                   54,700        102,996           137,591        955,839
      Issuance of stock for consulting services             -              -           334,365              -
      Accrued Interest                                 46,693          9,335           103,806         16,982
      Accounts payable                                (15,304)       (18,289)           (1,417)       (76,466)
      Accrued expenses                                 (8,477)        (1,500)          (31,977)       (13,000)
      Payroll tax liabilities payable                 (27,293)             -           (23,785)             -
      Deposits                                              -              -             4,514          5,486
      Prepaid insurance & expenses                     (4,743)             -            (4,743)         4,514
      Deferred Compensation                           110,000              -           110,000              -
    Writedown of inventory                                  -              -                 -         84,821
                                                  ------------   -----------      ------------   ------------

Net Cash Used in Operating Activities               (1,240,824)     (251,063)       (3,231,267)      (349,735)
                                                  ------------   -----------      ------------   ------------
Cash Flow From Investing Activities:
  Purchase of equipment                                                    -            (2,116)             -
                                                  ------------   -----------      ------------   ------------

Net Cash used in Investing Activities                        -             -            (2,116)             -
                                                  ------------   -----------      ------------   ------------

Cash Flow From Financing Activities:
  Proceeds from related party convertible debts      1,347,629             -         2,540,147              -
  Payments on notes payable                                  -             -            (8,000)       (36,033)
  Proceeds from notes payable                           40,000       135,000           214,000        232,000
  Issuance of stock/warrants for debt inducement             -             -           250,774              -
  Beneficial conversion feature expense                 20,572        69,600           329,771        106,100
                                                  ------------   -----------      ------------   ------------

Net Cash Provided By Financing Activities            1,408,201       204,600         3,326,692        302,067
                                                  ------------   -----------      ------------   ------------

(Decrease) Increase in Cash                            167,377       (46,463)           93,309        (47,668)

Cash and Cash Equivalents - Beginning of period.        36,605        60,547           110,673         61,752
                                                  ------------   -----------      ------------   ------------

Cash and Cash Equivalents - End of period         $    203,982   $    14,084      $    203,982   $     14,084
                                                  ============   ===========      ============   ============
Supplemental Cash Flow Information:
  Interest paid                                   $          -   $         -      $          -   $          -
                                                  ============   ===========      ============   ============
  Taxes paid                                      $          -   $         -      $          -   $          -
                                                  ============   ===========      ============   ============

<FN>
See accompanying notes to financial statements
See accountant's review report

</TABLE>
                                        5
<PAGE>
<TABLE>
<CAPTION>

<S>                                  <C>              <C>           <C>           <C>           <C>                <C>

                             XTREME COMPANIES, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
                                  (UNAUDITED)

                                      Total                          Additional
                                      Common Stock    Common Stock   Paid in        Deferred      Accumulated
                                                       Par .001      Capital       Compensation     Deficit          Total

BALANCE, December 31, 2004 . . . . .    11,035,156       11,035   16,861,183        (110,000)     (17,657,071)     (894,853)

Recapitalization upon
reverse merger acquisition . . . . .        59,687           60          (60)              -                -             -

Issuance of common stock
for consulting services. . . . . . .       557,275          557       83,034               -                -        83,591

Issuance of common stock
for director's compensation. . . . .     2,529,101        2,529      385,836               -                -       388,365

Beneficial conversion feature
on convertible debentures. . . . . .             -            -      329,771               -                -       329,771

Conversion of debts. . . . . . . . .     1,327,331        1,327      147,949               -                -       149,276

Adjust to expense                                -            -            -         110,000                -       110,000

Issuance of stock and stock warrants
for debt inducement. . . . . . . . .     3,071,826        3,072      465,852               -                -       468,924

Net loss . . . . . . . . . . . . . .             -            -            -               -       (2,072,138)   (2,072,138)
                                      ------------  -----------  ------------  --------------  ---------------  ------------

BALANCE, September 30, 2005. . . . .    18,580,376  $    18,580  $18,273,565   $           0   $  (19,729,209)  $(1,437,064)
                                      ============  ===========  ============  ==============  ===============  ============
<FN>
See accompanying notes to financial statements
See accountant's review report
</TABLE>

                             XTREME COMPANIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Business  and  Basis  of  Presentation
--------------------------------------

Xtreme  Companies  was  organized August 14, 1994 under the laws of the State of
Nevada,  under the name of Shogun Advertising, Inc. On May 10, 1998, the Company
changed  its  name  to Xtreme Webworks. The Company offered services to Internet
companies,  assisting  in  higher  recognition placement with search engines. It
also  designed  and  hosted Internet web sites and designed and published online
and  printed  newsletters.  On  April  24, 2002, the Company changed its name to
Xtreme Companies, Inc. (the "Company"). Effective November 30, 2002, the Company
discontinued  its  operations  of  Xtreme  Webworks.

                                        6
<PAGE>
In  October  2003,  Xtreme Companies, Inc. entered into an Agreement and Plan of
Reorganization  with  Rockwell  Power Systems, Inc. Under this Agreement, Xtreme
Companies,  Inc.  purchased  substantially  all of the capital stock of Rockwell
Power  Systems,  Inc.  for  approximately  $175,000  in  exchange for 60,000,000
million  shares  of  its common stock. This acquisition was accounted for by the
purchase method of accounting. Under the purchase accounting, the total purchase
price  was  allocated  to  the tangible and intangible assets and liabilities of
Xtreme  based  upon their respective estimated fair value as of October 1, 2003,
the  effective  date  of this acquisition. In addition, Shogun Investment Group,
one of the major shareholders of the Company retained 50,000 free trading shares
of  the  Company's  common stock after giving effect to the reverse stock split.
Shogun  received  $25,000  in  cash  on the date of the closing and $25,000 upon
acceptance  of  a  payment  plan  with  the  Internal  Revenue  Service  for the
outstanding  tax  liabilities.

The accompanying unaudited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission for the
presentation  of  interim  financial  information,  but  do  not include all the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements. The 2004 audited financial statements were
filed  in  the  Company's  Form 10-KSB on April 15, 2005 with the Securities and
Exchange Commission and are hereby referenced. In the opinion of management, all
adjustments  considered  necessary  for  a fair presentation have been included.

Going  Concern
--------------
The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates continuation of the Company as a going concern. The Company's total
liabilities  exceed the total assets by $1,437,064 as of September 30, 2005. The
Company had operating losses of $588,711 and $343,831 for the three months ended
September  30,  2005  and  2004,  respectively.

The  Company's  management is currently pursuing equity and/or debt financing in
an  effort  to  continue operations. The future success of the Company is likely
dependent  on  its  ability to attain additional capital to develop its proposed
products  and  ultimately,  upon  its  ability  to  attain  future  profitable
operations.  There  can  be  no assurance that the Company will be successful in
obtaining  such  financing,  or  that  it  will  attain positive cash flows from
operations.

Principles  of  Consolidation
-----------------------------
The  consolidated financial statements include the accounts of Xtreme Companies,
Inc. and its wholly owned subsidiary, First Responders, Inc, previously Rockwell
Power  Systems,  until a name change in June 2005.  All significant intercompany
accounts  and  transactions  are  eliminated  in  consolidation.

                                        7
<PAGE>
Use  of  Estimates
------------------
The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions that affect the amounts reported in the accompanying
financial  statements.  Significant  estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance  and  useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

Cash  and  Cash  Equivalents
----------------------------
The  Company  considers all highly liquid investments purchased with an original
maturity  at  date  of  purchase of three months or less to be cash equivalents.
Cash  and cash equivalents are carried at cost, which approximates market value.

Advances  to  Challenger/Marine  Holdings,  Inc.
------------------------------------------------
During  December  2004  and throughout the three and nine months ended September
30,  2005,  the  Company  providing  financing totaling $2,137,961 to Challenger
Offshore ("Challenger"), a Missouri boat manufacturer. The Company provided this
financing  in  the  form  of  a note receivable. Repayment of the Note can be in
stock  at  the  Company's option upon the twelfth month following the signing of
the marketing and distribution agreement. There is no interest rate. The Company
signed  a  marketing and distribution agreement on March 1, 2005 with Challenger
as  described  in  Note  8  herein.

Accounts  Receivable
--------------------
The  Company  maintains  an allowance for doubtful accounts for estimated losses
that  may  arise  if  any of its customers are unable to make required payments.
Management  specifically  analyzes  the age of customer balances, historical bad
debt  experience,  customer  credit-worthiness, and changes in customer payments
terms  when  making  estimates  of  the  uncollectibility of the Company's trade
accounts  receivable  balances.  If  the  Company  determines that the financial
conditions  of  any  of  its  customers  deteriorated,  whether  due to customer
specific  or  general  economic  issues,  increase in the allowance may be made.
Accounts  receivable  are  written off when all collection attempts have failed.

Inventory
---------
Although  the  Company  does  not  carry  any  inventory at this time, inventory
consists of a variety of wholesale goods purchased for individual resale and are
stated  at  the  lower  of  cost, determined by the first-in, first-out ("FIFO")
method,  or market. The Company has reviewed its inventory for obsolescence on a
quarterly  basis  since  operations  began  and  has  written-off  its inventory
identified  for  obsolescence  in  2004.

Property  &  Equipment
----------------------
Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
computers  (5  years),  software  (3 years), office equipment and furniture (3-7
years),  tenant  improvements  (life  of  the  lease - approximately 60 months).

Long-Lived  Assets
------------------
SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Disposed of" requires that long-lived assets be reviewed
for  impairment  whenever  events  or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company has adopted this
statement  and  determined  an  impairment  loss was needed to be recognized for
applicable  assets  of  continuing  operations  in  2004.

Stock  Based  Compensation
--------------------------
SFAS  No.123,  "Accounting for Stock-Based Compensation" ("SFAS No. 123') allows
an  entity  to  elect  to continue to measure compensation cost under Accounting
Principles  Board  Opinion  No.  25,  "Accounting for Stock Issued to Employees"
("APB  No.  25"),  but  requires  pro forma disclosures of net loss and loss per
share  as  if  the  fair-valued-based  method of accounting had been applied. In
accordance  with  SFAS  123,  the  Company  elected  to  continue  to  measure
compensation  cost  under  APB  No. 25, and comply with the pro forma disclosure
requirements.

The  Company  has  adopted  for footnote disclosure purposes SFAS No. 123, which
requires  that  companies  disclose  the  cost  of  stock-based
employee  compensation  at  the  grant date based on the value of the award (the
fair  value  method)  and  disclose  this  cost  over  the  service  period.

                                        8
<PAGE>
The  value  of the stock-based award is determined using a pricing model whereby
compensation  cost is the excess of the fair value of the award as determined by
the  model  at  grant date or other measurement date over the amount an employee
must  pay  to  acquire  the  stock.

Transactions  in which goods or services are received form non-employees for the
issuance  of  equity securities or stock-based awards are accounted for based on
the  fair  value  of  the  consideration  received.

Fair  Value  of  Financial  Instruments
---------------------------------------
The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their fair value, due to the relatively short maturity
of  these  instruments.  As  of  September  30, 2005 and September 30, 2004, the
Company's  notes  payable  have  stated borrowing rates that are consistent with
those  currently available to the Company and, accordingly, the Company believes
the  carrying  value  of  these  debt instruments approximates their fair value.

Revenue  Recognition
--------------------
The  Company  recognizes  income when the products are delivered to the customer
per  the  terms  of the sales contract, which can be FOB Plant, FOB Port, or FOB
Customer  Location.  The  Company applies the provisions of SEC Staff Accounting
Bulletin  ("SAB")  No.  104, "Revenue Recognition in Financial Statements" which
provides  guidance on the recognition, presentation and disclosure of revenue in
financial  statements.  SAB No. 104 outlines the basic criteria that must be met
to  recognize  revenue  and  provides  guidance  for  the  disclosure of revenue
recognition  policies.  The  Company's  revenue  recognition  policy for sale of
products is in compliance with SAB No. 104. Revenue from the sale of products is
recognized when a formal arrangement exists, the price is fixed or determinable,
the  delivery  is completed and collectibility is reasonably assured. Generally,
the Company extends credit to its customers and does not require collateral. The
Company performs ongoing credit evaluations of its customers and historic credit
losses  have  been  within  management's  expectations. The Company accounts for
sales  returns  related  to product sales on an individual basis, as they occur.
Sales  returns  related  to product sales have not been significant in the past.

Net  Loss  Per  Share
---------------------
SFAS No. 128, "Earnings Per Share" requires presentation of basic loss per share
and  diluted loss per share. The computation of basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  outstanding  common  shares  during the period. Diluted loss per share gives
effect  to  all dilutive potential common shares outstanding and all shares held
in  treasury  during  the period. The computation of diluted loss per share does
not  assume conversion, exercise or contingent exercise of securities that would
have  an  anti-dilutive  effect  on  losses.

Net  loss  per  common  share  is  computed using the weighted average number of
common  shares  outstanding during the periods presented. Convertible debentures
may have a dilutive effect on the Company's earnings per share in the future but
are  not  included  in  the calculation for the period ended September 30, 2005.
For purposes of the calculation, the Company did not include the dilutive shares
totaling  3,816,739.

Advertising  Costs
------------------
Advertising  and  promotional  activities  are  expensed  when  incurred.

Shipping  and  Handling  Costs
------------------------------
Shipping  and  handling costs are expensed when incurred. The Company recognizes
all  revenues  and  change  of  title to be FOB destination point. All sales are
recorded  when  the products are received by the customer. The Company bills its
customers on a separate basis for shipping and handling costs. Amounts billed to
customers  for  shipping  and  handling  are  recorded  as  revenues,  and  more
specifically within the "product sales" revenue subcategory. Amounts incurred by
the  Company for shipping and handling costs related to the sale and delivery of
goods to its customers are included in other operating expenses in the statement
of  operations.  Total  shipping  and  handling costs were $4,363 and $0 for the
three  months  ended  September  30,  2005  and  2004,  respectively.

Income  Taxes
-------------
There has been no provision for U.S. federal, state, or foreign income taxes for
any  period  because  the Company has incurred losses in all periods and for all
jurisdictions.  Deferred  income  taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and  the  amounts used for income tax purposes. Significant
components  of  deferred  tax  assets  are  as  follows:

<TABLE>
<CAPTION>

<S>                                                 <C>

Deferred tax assets:
    Net operating loss carry forwards               $    19,213,907
    Valuation allowance for deferred tax assets         (19,213,907)
                                                    ---------------
    Net deferred tax assets                         $             -
                                                    ===============
</TABLE>

Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the  timing and amount of which are uncertain. Accordingly, the net deferred tax
assets  have  been  fully  offset  by a valuation allowance. As of September 30,
2005,  the  Company  had  net  operating  loss  carry  forwards of approximately
$19,213,907  for  federal  income tax purposes. Utilization of the net operating
loss  may  be  subject  to  substantial  annual limitations due to the ownership
change  limitations  provided  by  the  Internal  Revenue Code and similar state
provisions.  The  annual  limitation  could  result in the expiration of the net
operating  loss  before  utilization.

2.  PROPERTY  AND  EQUIPMENT

Property  and  equipment at September 30, 2005 and December 31, 2004 consists of
the  following:

<TABLE>
<CAPTION>

<S>                                               <C>           <C>

                                                      2005          2004
                                                  -----------   -----------
Machinery & equipment. . . . . . . . . . . . .    $     6,621   $     4,505
Furniture and fixtures . . . . . . . . . . . .            985           985
                                                  -----------   -----------
                                                        7,606         5,490
Less accumulated depreciation                          (1,871)       (1,050)
                                                  -----------   -----------
                                                  $     5,735   $     4,440
                                                  ===========   ===========
</TABLE>

3.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses at September 30, 2005 and December 31,
2004  consists  of  the  following:

<TABLE>
<CAPTION>

<S>                     <C>            <C>

                             2005          2004
                        ------------   -----------
Accounts payable        $    181,951   $   173,289
Accrued expenses             121,000       152,977
                        ------------   -----------
                        $    302,951   $   326,266
                        ============   ===========
</TABLE>

                                        9
<PAGE>
4.  CONVERTIBLE  DEBENTURES  AND  PROMISSORY  NOTES

During  the  quarter  ended  September 30, 2005, the Company issued a discounted
total  of  $300,000  worth of 8%, 5-Year Term, Convertible Debentures. The total
discount  in  the  amount  of  $40,000  is amortized over the 5-year term of the
debentures.  The  warrants  associated  with  the  convertible debenture are not
detachable.  The Debentures shall pay eight percent (8%) cumulative interest and
are  subject  to automatic conversion at the end of five (5) years from the date
of  issuance  at  which  time  all  Debentures outstanding will be automatically
converted  based  upon  the  formula  set forth in the agreement. The Debentures
convert  at  the  lower  of a) 75% of the lowest closing bid price of the common
stock  during the 15 trading days immediately preceding conversion or b) fifteen
cents  per  share  ($.15).

In  connection with the above financing, the Company issued warrants to purchase
300,000  shares  of common stock at $.12 per share.  The warrants have a term of
five  years.

During  the  quarter  ended  September 30, 2005, the Company issued a discounted
total  of  $264,000 worth of 0%, 5-Month Term, Convertible Promissory Notes, and
$955,800  worth  of  0%, 12-Month Term, Convertible Promissory Notes.  The total
discount  in  the  amount  of  $193,300 is amortized over the term of the notes.
The Promissory Notes are subject to automatic conversion at the end of the term,
at which time the Notes will be automatically converted into common stock  based
upon  the formula set forth in the agreement.  The Notes convert at the lower of
a) 75% of the average of the lowest closing bid price during the 15 trading days
immediately  preceding  conversion  or b) 75% of the lowest bid price for the 20
trading  days  immediately  preceding  conversion.

The  Company  also  issued  $40,000  worth  of  20%, 12-Month Term, Subordinated
Convertible  Promissory  Notes.  The  Notes  pay  twenty  percent  (20%)  simple
interest.  At maturity, the Lender shall have the right to receive the return of
the  principal  Loan  amount  plus  interest,  or convert the principal into the
common  stock  of the company based upon the formula set forth in the agreement.
The  Notes  will convert at a minimum of 10,000 shares of common stock for every
$1,000  loaned  to  the Company, or an amount of stock equal to a thirty percent
(30%)  discount  to  the  market  value  of  the stock on the day of conversion,
whichever  results  in  the  greatest  value  for  the  lender.

In  connection with the above financing, the Company issued warrants to purchase
40,000  shares  of  common stock at a price not to exceed $.75 and no lower than
$.50.  The  Company  may,  in its sole discretion, offer a lower exercise price,
but  not  a  price  higher  than  $.75.

Total  amortization  related  to  these  particular  convertible  debentures,
promissory  notes  and warrants, as well as those previously issued, was $59,329
for  the  three  months  ended September 30, 2005. In accordance with EITF 00-27
98-5,  the  beneficial  conversion  feature  on  the issuance of the convertible
debentures  and  promissory  notes for the three months ended September 30, 2005
has  been  recorded  in the amount of $20,572, equal to 25% of the face value of
each  note.

5.  COMMITMENTS  AND  CONTINGENCIES

Legal  Matters
--------------

None.

6.  CAPITAL  STOCK  TRANSACTIONS

The  authorized  common stock of the Company consists of 100,000,000 shares with
par  value of $.001. On September 26, 2003, Xtreme's Board of Directors declared
a  100-for-one  reverse  stock  split  of  outstanding  common  stock  effective
September  26,  2003  and  amended the articles of incorporation to increase the
authorized capital shares to 100,000,000. On January 30, 2004, Xtreme's Board of
Directors  declared  a  10-for-1  reverse  split of the outstanding common stock
effective  January  30,  2004.

All  share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock  splits.

During  the  nine  months  ended  September 30, 2005, the following common stock
transactions  were  made:

On  January  3,  2005, the Company issued a warrant to Dutchess Private Equities
Fund,  II, LP to purchase 240,000 shares of common stock at $.08 per share.  The
warrant  has  a  term  of  five  years.

The  Company  issued  59,687  shares of the Company's common stock in connection
with  the  merger  with  Rockwell  Power Systems in 2003, and were accounted for
during  the  merger  of  Rockwell International and Xtreme Companies; therefore,
there  was no additional expense associated with the issuance of these shares to
be  included  in  the  report  for  three  months  ended  March  31,  2005.

The  Company  issued  557,275 shares of the Company's common stock in connection
with  the  marketing  and  distribution  agreement effective March 1, 2005, with
Challenger,  amounting  to  $83,591.

On  March  8,  2005,  the  Company issued a warrant to Dutchess Private Equities
Fund,  LP  to  purchase  120,000  shares of common stock at $.15 per share.  The
warrant  has  a  term  of  five  years.

On  March  10, 2005, the Company issued a warrant to eFund Capital Partners, LLC
to  purchase  60,000 shares of common stock at $.15 per share. The warrant has a
term  of  five  years.

On March 18, 2005 the Company issued a warrant to eFund Capital Partners, LLC to
purchase  60,000  shares  of  common stock at $.15 per share.  The warrant has a
term  of  five  years.

On  April  18,  2005,  the Company issued a warrant to Dutchess Private Equities
Fund,  II,  LP  to purchase 84,000 shares of common stock at $.35 per share. The
warrant  has  a  term  of  five  years.

On  May 5, 2005, the Company issued a warrant to Dutchess Private Equities Fund,
II, LP to purchase 240,000 shares of common stock at $.22 per share. The warrant
has  a  term  of  five  years.

On  May,  13,  2005,  the  Company issued a warrant to Dutchess Private Equities
Fund,  II,  LP to purchase 228,000 shares of common stock at $.20 per share. The
warrant  has  a  term  of  five  years.

On May 18, 2005, the Company issued a warrant to Dutchess Private Equities Fund,
II, LP to purchase 101,817 shares of common stock at $.20 per share. The warrant
has  a  term  of  five  years.

On  May 20, 2005, the Company issued a warrant to eFund Capital Partners, LLC to
purchase  120,000  shares  of  common stock at $.20 per share. The warrant has a
term  of  five  years.

On  June  16,  2005,  the  Company issued a warrant to Dutchess Private Equities
Fund,  II,  LP to purchase 240,000 shares of common stock at $.16 per share. The
warrant  has  a  term  of  five  years.

On July 7, 2005, the Company issued a warrant to Dutchess Private Equities Fund,
II, LP to purchase 228,000 shares of common stock at $.12 per share. The warrant
has  a  term  of  five  years.

On  July 7, 2005, the Company issued a warrant to eFund Capital Partners, LLC to
purchase 72,000 shares of common stock at $.12 per share. The warrant has a term
of  five  years.

On July 19, 2005, the Company issued 11,765 shares of the Company's common stock
to  Watson  Eargle in connection with conversion features of the Promissory Note
agreement  effective  May  12,  2004.

On July 19, 2005, the Company issued 11,765 shares of the Company's common stock
to  Anthony  Longo in connection with conversion features of the Promissory Note
agreement  effective  April  30,  2004.

On July 19, 2005, the Company issued 11,765 shares of the Company's common stock
to Steven Sullivan in connection with conversion features of the Promissory Note
agreement  effective  May  13,  2004.

On July 19, 2005, the Company issued 11,765 shares of the Company's common stock
to  Raymond  Champagne  in connection with conversion features of the Promissory
Note  agreement  effective  April  28,  2004.

On July 19, 2005, the Company issued 11,765 shares of the Company's common stock
to  Richard  Dick  in connection with conversion features of the Promissory Note
agreement  effective  May  3,  2004.

On July 19, 2005, the Company issued 11,765 shares of the Company's common stock
to  Tony  Sullivan in connection with conversion features of the Promissory Note
agreement  effective  April  20,  2004.

On  July  19,  2005,  the  Company issued 166,667 shares of the Company's common
stock  to  Howard  Nunn in connection with conversion features of the Promissory
Note  agreement  effective  June  17,  2004.

On  July  22,  2005,  the  Company issued 250,000 shares of the Company's common
stock  to Tony Sullivan in connection with conversion features of the Promissory
Note  agreement  effective  July  21,  2004.

On  July  22,  2005,  the  Company issued 250,000 shares of the Company's common
stock  to  Steven  Sullivan  in  connection  with  conversion  features  of  the
Promissory  Note  agreement  effective  July  21,  2004.

On  July  26,  2005,  the  Company issued 300,000 shares of the Company's common
stock  to  Kevin Ryan for officer compensation, as per his employment agreement.

On September 13, 2005, the Company issued 250,000 shares of the Company's common
stock to Wakelin McNeel in connection with conversion features of the Promissory
Note  agreement  effective  August  4,  2004.

7.  RENT

The  Company  has  permanently  relocated  all operations to its headquarters in
Washington,  MO  and  does  not  pay  rent  to  Marine Holdings, pursuant to our
Marketing  and  Distribution  Agreement.

                                       10
<PAGE>
8.  MARKETING  AND  DISTRIBUTION  AGREEMENT

On  March  1,  2005,  the  Company  entered  into  a  Marketing and Distribution
Agreement  with  Marine  Holdings, Inc., a Missouri corporation d/b/a Challenger
Offshore  ("Challenger"), and Ronald DiBartolo and Gailynn DiBartolo, the owners
of  all  of  the  outstanding  shares  of  common  stock  of  Challenger.

Pursuant  to  the  Marketing  and  Distribution  Agreement,  the  Company  will
administer  all  marketing and sales efforts and be the exclusive distributor of
leisure,  fishing  and performance boats manufactured by Challenger. The Company
will  offer its key personnel, resources and capital to Challenger to facilitate
the  sales  of  Challenger's  products  through  dealer networks, industry trade
shows,  directly  selling  and other distributors. All purchase orders will flow
through  the  Company  and  will  be  immediately  assigned  to  Challenger  for
fulfillment. Challenger will procure all inventory and assume responsibility for
the  shipping  and delivery of all of its products ordered by the purchaser. The
Company  will  receive  a five percent cash commission, based on the total sales
price  as  represented  on purchase orders received by the Company or Challenger
for  all  product  sales.

The  Company  paid an additional five percent of the total outstanding shares of
Xtreme  on  the  closing  date  to  Challenger for the right to market, sell and
distribute  its  products upon the terms and subject to the conditions set forth
in  the  Marketing  and  Distribution  Agreement.
Furthermore,  Challenger  will  offer  the  option  to  the  Company to purchase
one-hundred  percent of the outstanding shares of the Challenger shares upon the
terms  and subject to the conditions set forth in the Marketing and Distribution
Agreement.

                                       11
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

The discussion and financial statements contained herein are for the three ended
September  30,  2005  and September 30, 2004. The following discussion should be
read in conjunction with our financial statements and the notes thereto included
herewith.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without  limitation, statements concerning possible or assumed future results of
operations  and  those  preceded  by,  followed  by  or  that  include the words
"believes,"  "could,"  "expects,"  "intends,"  "anticipates,"  or  similar
expressions.  Our  actual results could differ materially from these anticipated
in the forward-looking statements for many reasons including: materially adverse
changes  in economic conditions in the markets that we and our subsidiary serve;
competition  from others in the markets and industry segments occupied by us and
our  subsidiary; the ability to enter, the timing of entry and the profitability
of  entering new markets; greater than expected costs or difficulties related to
the  integration  of  the businesses acquired by our subsidiary; and other risks
and  uncertainties  as  may  be  detailed  from  time  to  time  in  our  public
announcements and SEC filings. Although we believe the expectations reflected in
the  forward-looking statements are reasonable, they relate only to events as of
the  date  on  which  the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do not
intend  to  update  any of the forward-looking statements after the date of this
document  to  conform  these  statements  to actual results or to changes in our
expectations,  except  as  required  by  law.

OVERVIEW
--------

We  design  and  manufacture  high-performance  commercial  boats  used by fire,
police,  and  military personnel for fire, rescue, and patrol. We are a complete
design-to-manufacturing  organization,  creating  or  licensing  designs,  and
creating  tooling, molds, and parts necessary to assemble our products in-house.
Our  products  combine  innovative  designs  with  power,  safety, handling, and
stability  to create boats designed to protect and save lives. We market our low
cost,  rapid  response  boats  directly  to  municipalities and other government
agencies,  such  as fire departments, police departments, city port-authorities,
and  the  military.

The  address  of our principal executive office is 300 Westlink Dr., Washington,
MO  36090.  Our  telephone  number  is  (636)  390-9000.  Our website address is
www.xtremecos.com. Information contained on our website does not constitute part
of this report and our address should not be used as a hyperlink to our website.

Our  boats  combine  power, safety, handling, and stability in rough water along
with  high-speed performance. The innovative patents and patents-pending that we
license,  give the boats eye-catching visual market retention, and a competitive
advantage  in  the  boating  industry,  home  defense,  and  world  markets.

The unique convergence of design and technology give our boats the ability to be
highly  maneuverable  in  as  little  as ten inches of water, essential in areas
where  submerged  objects such as street signs, vehicles or rocks will interfere
with  other  craft. Even with a full crew and injured passengers, our boat stays
high  on  the  water,  affording  a  speedy  and  safe  access  and  egress.

Our  boats  are quick-response craft that can be easily transported to emergency
areas.  The  hulls  incorporate  patented "V" shaped hull designs, and are built
using  hand laid "S" glass which produces a fiberglass hull that is stronger yet
lighter  than  conventional  fiberglass  hulls;  this  combination  provides for
extraordinary  stability  and  handling  in  rough  waters  and  at high speeds.

                                       12
<PAGE>
MARKETING  AND  DISTRIBUTION  AGREEMENT
---------------------------------------

On  March  1,  2005, we signed an exclusive distribution and marketing agreement
with  Marine  Holdings, Inc. d/b/a Challenger Offshore. Challenger offers a line
of  high  performance  cabin cruisers, and fishing boats. We agreed to assist in
the  distribution  efforts for Challenger Offshore to new dealers and to consult
on certain aspects of the manufacturing process. Challenger manufactures most of
their  models  in  their  Washington,  MO  headquarters.  We  intend to sell the
Challenger boats to dealers and the dealers will place orders for the Challenger
Boats,  if  any,  with  us.

THREE  AND  NINE  MONTHS  ENDED SEPTEMBER 30, 2005 AS COMPARED TO THREE AND NINE
MONTHS  ENDED  SEPTEMBER  30,  2004.

NET  REVENUES
-------------

We generated consolidated revenues for the three and nine months ended September
30,  2005  of  $334,671 and 954,971,respectively; as compared to $0 and $110,852
for  the  three  and  nine  months  ended  September  30, 2004, repestively. The
increase  in  revenue  is  due to our increase in boats sales of fire and patrol
boats, and recreational boats from our marketing and distribution agreement with
Challenger  Offshore.

COST  OF  REVENUE
-----------------

We  incurred  Cost of Revenues for the three and nine months ended September 30,
2005  of $307,564 and $833,756, respectively; as compared to $40,898 and $95,781
for  the  three and nine months ended September 30, 2004. The Cost of Revenue is
due  to  materials and labor for construction of our boats. The increase in Cost
of  Revenue  is  due  to  our increased marketing efforts for Challenger and the
increase  in sales of Challenger boats with Xtreme as the distributor and due to
materials  and  labor  for  construction  of  our boats which increased overall.

OPERATING  EXPENSES
-------------------

We  incurred  costs of for the three and nine months ended September 30, 2005 of
$452,293  and  $1,356,166,  respectively; as compared to $223,862 and $1,147,539
for  the  three  and  nine  months  ended  September  30,  2004. The increase in
Operating  Expenses  in  the  current  period  is  primarily  due an increase in
consulting  fees,  officer  compensation, and legal fees, specifically the legal
fees associated with financing documents during the quarter. Expenses were lower
in  the  current  period  for  investor  relations.

 Net  loss
 ---------

We  had  a  net  loss  for the three and nine months ended September 30, 2005 of
($588,711)  and  ($2,072,138),  respectively;  as  compared  to  a  net  loss of
($343,831)  and  ($1,255,688)  for the three and nine months ended September 30,
2004.  The  Net  Loss increased due to our increase in operating expenses, along
with  increase  in  interest  expense  associated  with  financing transactions.

                                       13
<PAGE>
Basic  and  diluted  loss  per  share
-------------------------------------

Our  basic  and  diluted  loss  per  share  for  the three and nine months ended
September  30, 2005 was ($0.03) and ($.13), respectively; as compared to ($0.03)
and  ($.14)  for  the  three  and  nine  months  ended  September  30,  2004.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

We must continue to raise capital to fulfill our plan of acquiring companies and
assisting  in the development of those companies internally. If we are unable to
raise  any  additional capital our operations will be curtailed. As of September
30,  2005,  we  had  total  Assets  of  $2,359,284 as compared to $267,187 as of
December  31,  2004.  The increase is due to the note receivable from Challenger
Offshore  pursuant  to  our  marketing  and  distribution  agreement., and total
Liabilities of $3,796,348 as compared to $1,162,040 as of December 31, 2004. The
increase in liabilities was due to our issuance of Convertible Promissory Notes.
Cash  and cash equivalents were $203,982 as of September 30, 2005 as compared to
$110,673  as of December 31, 2004. Our Stockholder Deficit at September 30, 2005
was  $1,437,064 as compared to $894,853 as of December 31, 2004. The increase in
Stockholders  Deficit  is  due  to the issuance of new shares in the nine months
ended  September  30,  2005.

We had a net usage of cash due to operating activities for the nine months ended
September  30,  2005  of  $3,231,267 as compared to $349,735 for the nine months
ended  September  30,  2004. The higher use of cash from operating activities is
due  to  the  higher Net Loss and increase in Advances to Challenger. We had net
cash  provided  by  financing activities of $3,326,692 and $302,067 for the nine
months  ended  September  30,  2005  and  2004,  respectively.  The  increase is
primarily  due  to  the  issuance  of  debentures  and  promissory notes. We had
$206,000  from  net  borrowings  in  the nine months ended September 30, 2005 as
compared  to  $195,967  in  the  corresponding  period  last  year.

FINANCING  ACTIVITIES
---------------------

In  connection with the above financing, we issued a warrant to Dutchess Private
Equities  Fund,  LP to purchase 228,000 shares of common stock at .12 per share.
The  warrant  has  a  term  of  five  years.

On  July  7,  2005, we issued convertible debentures of $72,000 to eFund Capital
Partners,  LLC.  EFund  is entitled to convert the face amount of the debentures
plus  accrued  interest  into  our  common stock at the lesser of (i) 75% of the
lowest closing bid price during the fifteen trading days prior to the Conversion
Date  or  (ii) fifteen cents ($.15) per share. The convertible debentures pay 8%
cumulative  interest  in cash or common stock, at the purchaser's option, at the
time  of  each  conversion.  The  debentures  are  payable  on  July  5,  2010.

In connection with the above financing, we issued a warrant to eFund to purchase
72,000  shares  of common stock at .12 per share. The warrant has a term of five
years.

On July 21, 2005, we issued a promissory note to Dutchess Private Equities Fund,
LP  in the amount of $120,000.  The note carries an interest rate of 0% per year
and  is  due  on  December  21,  2005.  The  note carries a discounted amount of
$10,000.

On  August  5,  2005,  we  issued a promissory note to Dutchess Private Equities
Fund, LP in the amount of $144,000.  The note carries an interest rate of 0% per
year  and  is  due  on January 5, 2006.  The note carries a discounted amount of
$24,000.

On  August  22,  2005,  we issued a promissory note to Dutchess Private Equities
Fund, LP in the amount of $180,000.  The note carries an interest rate of 0% per
year  and  is  due  on August 22, 2006.  The note carries a discounted amount of
$30,000.

 On  September 1, 2005, we issued a promissory note to Dutchess Private Equities
Fund,  LP in the amount of $72,000.  The note carries an interest rate of 0% per
year  and  is  due on September 1, 2006.  The note carries a dicounted amount of
$12,000.

On  September  7, 2005, we issued a promissory note to Dutchess Private Equities
Fund, LP in the amount of $108,000.  The note carries an interest rate of 0% per
year  and  is due on September 7, 2006.  The note carries a discounted amount of
$18,000.


On  September 15, 2005, we issued a promissory note to Dutchess Private Equities
Fund,  LP  in  the  amount  of  $201,000.  The  note
carries  an  interest rate of 0% per year and is due on September 15, 2006.  The
note  carries  a  discounted  amount  of  $33,500.

On  September 22, 2005, we issued a promissory note to Dutchess Private Equities
Fund, LP in the amount of $158,400.  The note carries an interest rate of 0% per
year  and is due on September 22, 2006.  The note carries a discounted amount of
$26,400.

On  September 30, 2005, we issued a promissory note to Dutchess Private Equities
Fund, LP in the amount of $236,400.  The note carries an interest rate of 0% per
year  and is due on September 30, 2006.  The note carries a discounted amount of
$39,400.

On  the dates listed below, we sold subordinated convertible promissory notes to
those  investors  and in such amounts as listed below. The Notes are convertible
at  the  lesser of a) a 30% discount to market or b) $0.50 per shares. The Notes
bear  a  20%  interest  rate and mature twelve months from the date of issuance.

<TABLE>
<CAPTION>

<S>                       <C>              <C>

John Layne                7/20/2005        $ 20,000.00
Gerald Treichel           8/05/2005        $ 10,000.00
Thomas Lutz               9/30/2005        $ 10,000.00
</TABLE>

SUBSIDIARY

As  of  September  30,  2005,  we  had  one  subsidiary,  First Responders, Inc.

                                       14
<PAGE>
ITEM  3.  CONTROLS  AND  PROCEDURES.

Our  management evaluated, with the participation of our Chief Executive Officer
and  our  Chief  Financial  Officer,  the  effectiveness  of  our
disclosure  controls  and procedures as of the end of the period covered by this
Quarterly  Report  on Form 10-QSB. Based on this evaluation, our Chief Executive
Officer  and  our  Chief  Financial  Officer  have concluded that our disclosure
controls and procedures are effective to ensure that information we are required
to  disclose in reports that we file or submit under the Securities Exchange Act
of  1934  (i)  is  recorded,  processed, summarized and reported within the time
periods  specified  in  Securities  and Exchange Commission rules and forms, and
(ii)  is  accumulated
and  communicated  to  our management, including our Chief Executive Officer and
our  Chief Financial Officer, as appropriate to allow timely decisions regarding
required  disclosure.  Our  disclosure  controls  and procedures are designed to
provide  reasonable  assurance  that  such  information  is  accumulated  and
communicated  to  our management. Our disclosure controls and procedures include
components  of  our  internal  control  over  financial  reporting. Management's
assessment of the effectiveness of our internal control over financial reporting
is  expressed  at  the level of reasonable assurance that the control system, no
matter  how  well  designed  and  operated, can provide only reasonable, but not
absolute,  assurance  that  the  control  system's  objectives  will  be  met.

There  was  no  change  in  our  internal  control over financial reporting that
occurred  during  the quarter of the year covered by this report that materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.



                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

We  are  not  aware  of any litigation or potential litigation that could have a
material  impact  on  our  business.

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

On  July  7,  2005,  we  issued  convertible  debentures of $228,000 to Dutchess
Private  Equities  Fund, LP.  Dutchess is entitled to convert the face amount of
the  debentures plus accrued interest into our common stock at the lesser of (i)
75% of the lowest closing bid price during the fifteen trading days prior to the
Conversion  Date  or  (ii)  fifteen  cents  ($.15)  per  share.  The convertible
debentures  pay  8%  cumulative  interest  in  cash  or  common  stock,  at  the
purchaser's  option,  at the time of each conversion. The debentures are payable
on  July  7,  2010.

On  July  7, 2005, we issued a warrant to Dutchess Private Equities Fund, II, LP
to  purchase 228,000 shares of common stock at $.12 per share. The warrant has a
term  of  five  years.

On  July 7, 2005, we issued a warrant to eFund Capital Partners, LLC to purchase
72,000  shares of common stock at $.12 per share. The warrant has a term of five
years.

On  July  19,  2005, we issued 11,765 shares of common stock to Watson Eargle in
connection  with  conversion features of the Promissory Note agreement effective
May  12,  2004.

On  July  19,  2005, we issued 11,765 shares of common stock to Anthony Longo in
connection  with  conversion features of the Promissory Note agreement effective
April  30,  2004.

On  July 19, 2005, we issued 11,765 shares of common stock to Steven Sullivan in
connection  with  conversion features of the Promissory Note agreement effective
May  13,  2004.

On  July  19, 2005, we issued 11,765 shares of common stock to Raymond Champagne
in  connection  with  conversion  features  of  the  Promissory  Note  agreement
effective  April  28,  2004.

On  July  19,  2005,  we issued 11,765 shares of common stock to Richard Dick in
connection  with  conversion features of the Promissory Note agreement effective
May  3,  2004.

On  July  19,  2005, we issued 11,765 shares of common stock to Tony Sullivan in
connection  with  conversion features of the Promissory Note agreement effective
April  20,  2004.

On  July  19,  2005,  we issued 166,667 shares of common stock to Howard Nunn in
connection  with  conversion features of the Promissory Note agreement effective
June  17,  2004.

On  July  22, 2005, we issued 250,000 shares of common stock to Tony Sullivan in
connection  with  conversion features of the Promissory Note agreement effective
July  21,  2004.

On July 22, 2005, we issued 250,000 shares of common stock to Steven Sullivan in
connection  with  conversion features of the Promissory Note agreement effective
July  21,  2004.

On  July  26,  2005,  we issued 300,000 shares of common stock to Kevin Ryan for
officer  compensation,  as  per  his  employment  agreement.

On  September  13,  2005,  we  issued  250,000 shares of common stock to Wakelin
McNeel  in  connection with conversion features of the Promissory Note agreement
effective  August  4,  2004.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securities Act of 1933, "Securities Act",
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act, and any regulations promulgated there under, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

None.

                                       15
<PAGE>
ITEM  5.  OTHER  INFORMATION.

None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Number           Description  of  Exhibit
-----------     ----------------------------

2.1  Acquisition  Agreement between the Company and Waste Renewal Systems, Inc.,
dated  April  26, 2002 (included as Exhibit 2 to the Form 8-K filed May 8, 2002,
and  incorporated  herein  by  reference).

2.2  Agreement and Plan of Reorganization between the Company and Rockwell Power
Systems,  dated  October  1, 2003 (included as Exhibit 2.1 to the Form 8-K filed
October  9,  2003,  and  incorporated  herein  by  reference).

3.1  Articles  of  Incorporation (included as Exhibit 3.1 to the Form 10-SB12G/A
filed  November  7,  2000,  and  incorporated  herein  by  reference).

3.2  By-laws  (included as Exhibit 3.2 to the Form 10-SB filed November 7, 2000,
and  incorporated  herein  by  reference).

3.3  Amendment to Articles of Incorporation (included as Exhibit 3.3 to the Form
SB-2/A  filed  July  21,  2005,  and  incorporated  herein  by  reference).

4.1  Debenture Agreement between the Company and Dutchess Private Equities Fund,
L.P.,  dated  October  1, 2003 (included as Exhibit 4.1 to the Form 10-KSB filed
April  14,  2004,  and  incorporated  herein  by  reference).

4.2  Debenture  Agreement  between  the  Company and eFund Small-Cap Fund, L.P.,
dated  October  1,  2003 (included as Exhibit 4.2 to the Form 10-KSB filed April
14,  2004,  and  incorporated  herein  by  reference).

4.3  Subscription  Agreement  between  the Company and Dutchess Private Equities
Fund,  L.P.,  dated October 1, 2003 (included as Exhibit 10.4 to the Form 10-KSB
filed  April  14,  2004,  and  incorporated  herein  by  reference).

4.4 Subscription Agreement between the Company and eFund Capital Partners, dated
October  1,  2003  (included  as Exhibit 10.5 to the Form 10-KSB filed April 14,
2004,  and  incorporated  herein  by  reference).

4.5  Registration  Rights  Agreement  between  the  Company and Dutchess Private
Equities Fund, L.P., dated October 1, 2003 (included as Exhibit 10.6 to the Form
10-KSB  filed  April  14,  2004,  and  incorporated  herein  by  reference).

4.6  Registration Rights Agreement between the Company and eFund Small-Cap Fund,
L.P.,  dated  October 1, 2003 (included as Exhibit 10.7 to the Form 10-KSB filed
April  14,  2004,  and  incorporated  herein  by  reference).

4.7  Debenture Agreement between the Company and Preston Capital Partners, L.P.,
dated February 3, 2004 (included as Exhibit 4.1 to the Form 10-QSB filed May 24,
2004,  and  incorporated  herein  by  reference).

4.8  Debenture  Agreement  between  the Company and eFund Capital Partners, LLC,
dated  February  18,  2004 (included as Exhibit 4.2 to the Form 10-QSB filed May
24,  2004,  and  incorporated  herein  by  reference).

4.9  Registration  Rights  Agreement  between  the  Company  and Preston Capital
Partners,  L.P.,  dated  February  3, 2004 (included as Exhibit 10.1 to the Form
10-QSB  filed  May  24,  2004,  and  incorporated  herein  by  reference).

4.10  Registration  Rights  Agreement  between  the  Company  and  eFund Capital
Partners,  LLC,  dated  February  18, 2004 (included as Exhibit 10.2 to the Form
10-QSB  filed  May  24,  2004,  and  incorporated  herein  by  reference).

4.11  Subordinated  Convertible  Promissory Note between the Company and Lenders
(included  as  Exhibit  10.24  to  the  Form 10-QSB filed November 23, 2004, and
incorporated  herein  by  reference).

4.12  Debenture Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated  October  18,  2004  (included  as  Exhibit  4.3  to
the  Form  10-KSB  filed  April 15, 2005, and incorporated herein by reference).

4.13  Debenture  Agreement  between the Company and eFund Capital Partners, LLC,
dated  October  18, 2004 (included as Exhibit 4.4 to the Form 10-KSB filed April
15,  2005,  and  incorporated  herein  by  reference).

4.14  Debenture Agreement between the Company and Dutchess Private Equities Fund
L.P.,  dated December 23, 2004 (included as Exhibit 4.5 to the Form 10-KSB filed
April  15,  2005,  and  incorporated  herein  by  reference).

4.15 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II,  LP, dated January 3, 2005 (included as Exhibit 4.6 to the Form 10-QSB filed
May  16,  2005,  and  incorporated  herein  by  reference).

4.16  Warrant  Agreement  between the Company and Dutchess Private Equities, II,
LP,  dated January 3, 2005 (included as Exhibit 4.7 to the Form 10-QSB filed May
16,  2005,  and  incorporated  herein  by  reference).

4.17 Debenture Agreement between the Company and Dutchess Private Equities Fund,
LP,  dated  March  8, 2005 (included as Exhibit 4.8 to the Form 10-QSB filed May
16,  2005,  and  incorporated  herein  by  reference).

4.18  Warrant  Agreement  between the Company and Dutchess Private Equities, LP,
dated  March  8,  2005 (included as Exhibit 4.9 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.19  Debenture  Agreement  between the Company and eFund Capital Partners, LLC,
dated  March 10, 2005 (included as Exhibit 4.10 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.20  Warrant  Agreement  between  the  Company and eFund Capital Partners, LLC,
dated  March 10, 2005 (included as Exhibit 4.11 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.21  Debenture  Agreement  between the Company and eFund Capital Partners, LLC,
dated  March 18, 2005 (included as Exhibit 4.12 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.22  Warrant  Agreement  between  the  Company and eFund Capital Partners, LLC,
dated  March 10, 2005 (included as Exhibit 4.13 to the Form 10-QSB filed May 16,
2005,  and  incorporated  herein  by  reference).

4.23 Promissory Note between the Company and Dutchess Private Equities Fund, II,
L.P.,  dated  March  11, 2005 (included as Exhibit 4.14 to the Form 10-QSB filed
May  16,  2005,  and  incorporated  herein  by  reference).

4.24 Debenture Agreement between the Company and Dutchess Private Equities Fund,
dated April 18, 2005 (included as Exhibit 4.24 to the Form SB-2 filed on June 9,
2005,  and  incorporated  herein  by  reference).

4.25  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
dated April 18, 2005 (included as Exhibit 4.25 to the Form SB-2 filed on June 9,
2005,  and  incorporated  herein  by  reference).

4.26 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II,  dated  May 5, 2005 (included as Exhibit 4.26 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.27  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  dated  May 5, 2005 (included as Exhibit 4.27 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.28 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II,  dated May 13, 2005 (included as Exhibit 4.28 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.29  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  dated May 13, 2005 (included as Exhibit 4.29 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.30  Debenture  Exchange  Agreement  between  the  Company and Dutchess Private
Equities Fund, II, dated May 18, 2005 (included as Exhibit 4.30 to the Form SB-2
filed  on  June  9,  2005,  and  incorporated  herein  by  reference).

4.31  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  dated May 18, 2005 (included as Exhibit 4.31 to the Form SB-2 filed on June
9,  2005,  and  incorporated  herein  by  reference).

4.32  Debenture  Agreement  between  the Company and eFund Capital Partners, LLC
dated,  May 20, 2005 (included as Exhibit 4.32 to the Form SB-2 filed on June 9,
2005,  and  incorporated  herein  by  reference).

4.33 Warrant Agreement between the Company and eFund Capital Partners, dated May
20,  2005  (included as Exhibit 4.33 to the Form SB-2 filed on June 9, 2005, and
incorporated  herein  by  reference).

4.34  Debenture  Conversion  Amendment  between  the  Company,  Dutchess Private
Equities  Fund,  Dutchess  Private  Equities Fund II and eFund Capital Partners,
dated  May  23, 2005 (included as Exhibit 4.34 to the Form SB-2 filed on June 9,
2005,  and  incorporated  herein  by  reference).

4.35 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II, L.P., dated June 16, 2005 (included as Exhibit 4.36 to the Form 10-QSB filed
August  15,  2005,  and  incorporated  herein  by  reference).

4.36  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  June 16, 2005(included as Exhibit 4.37 to the Form 10-QSB filed
August  15,  2005,  and  incorporated  herein  by  reference).

4.37  Registration  Rights  Agreement  between  the  Company and Preston Capital
Partners,  LLC, dated August 24, 2005 (included as Exhibit 4.35 to the Form SB-2
filed  on  August  24,  2005,  and  incorporated  herein  by  reference).

4.38  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  July 7, 2005(included as Exhibit 4.38 to the Form 10-QSB filed
on November 15, 2005).

4.39 Debenture Agreement between the Company and Dutchess Private Equities Fund,
II,  LP  dated  July 7, 2005  (included as Exhibit 4.39 to the Form 10-QSB filed
on November 15, 2005).


4.40  Warrant  Agreement  between  the Company and eFund Capital Partners, dated
July  7,  2005(included as Exhibit 4.40 to the Form 10-QSB filed
on November 15, 2005).

4.41  Debenture  Agreement between the Company and eFund Capital Partners, dated
July  7,  2005  (included as Exhibit 4.41 to the Form 10-QSB filed
on November 15, 2005).


4.42 Promissory Note between the Company and Dutchess Private Equities Fund, II,
L.P.,  dated  July  21,  2005  (included as Exhibit 4.42 ).

4.43 Promissory Note between the Company and Dutchess Private Equities Fund, II,
L.P.,  dated  August 5, 2005  (included as Exhibit 4.43 to the Form 10-QSB filed
on November 15, 2005).


4.44 Promissory Note between the Company and Dutchess Private Equities Fund, II,
L.P.,  dated  August 19, 2005 (included as Exhibit 4.44 to the Form 10-QSB filed
on November 15, 2005).
..

4.45 Promissory Note between the Company and Dutchess Private Equities Fund,
L.P., dated September 1, 2005 (included as Exhibit 4.45 to the Form 10-QSB filed
on November 15, 2005).

4.46 Promissory Note between the Company and Dutchess Private Equities Fund,
L.P., dated September 7, 2005 (included as Exhibit 4.46 to the Form 10-QSB filed
on November 15, 2005).


4.47 Promissory Note between the Company and Dutchess Private Equities Fund,
L.P., dated September 15, 2005 (included as Exhibit 4.47 to the Form 10-QSB
filed on November 15, 2005).


4.48 Promissory Note between the Company and Dutchess Private Equities Fund,
L.P., dated September 22, 2005 (included as Exhibit 4.48 to the Form 10-QSB
filed on November 15, 2005).

4.49 Promissory Note between the Company and Dutchess Private Equities Fund,
L.P.,  dated  September 30,  2005  (included as Exhibit 4.49 to the Form 10-QSB
filed on November 15, 2005).
..

10.1  Employment Agreement between the Company and Kevin Ryan, dated October 30,
2003  (included  as  Exhibit  10.2  to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.2  Consulting  Agreement  between  the Company and Calicorp, dated October 1,
2003  (included  as  Exhibit  10.3  to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.3  Lease  Agreement  between the Company and Corning Garden Grove, LLC, dated
November  5,  2003  (included as Exhibit 10.8 to the Form 10-KSB filed April 14,
2004,  and  incorporated  herein  by  reference).

10.4  Lease  Agreement between the Company and Marlborough Square Equities, LLC,
dated  December 1, 2003 (included as Exhibit 10.9 to the Form 10-KSB filed April
14,  2004,  and  incorporated  herein  by  reference).

10.5  Consulting  Agreement  between  the  Company  and Dutchess Advisors, dated
October  1,  2003  (included as Exhibit 10.10 to the Form 10-KSB filed April 14,
2004,  and  incorporated  herein  by  reference).

10.6  Consulting Agreement between the Company and Lane Longhurst, dated October
28, 2003 (included as Exhibit 10.11 to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.7 Consulting Agreement between the Company and Gordon McGilton, dated October
28, 2003 (included as Exhibit 10.12 to the Form 10-KSB filed April 14, 2004, and
incorporated  herein  by  reference).

10.8  Consulting  Agreement  between  the  Company  and  Douglas Leighton, dated
January  15,  2004  (included  as Exhibit 10.1 to the Form S-8 filed February 4,
2004,  and  incorporated  herein  by  reference).

10.9  Consulting  Agreement  between  the  Company  and  Michael Novielli, dated
January  15,  2004  (included  as Exhibit 10.2 to the Form S-8 filed February 4,
2004,  and  incorporated  herein  by  reference).

10.10  Consulting  Agreement  between  the  Company and Theodore J. Smith, dated
February  6,  2004  (included as Exhibit 10.1 to the Form S-8 filed February 13,
2004,  and  incorporated  herein  by  reference).

10.11  Consulting  Agreement  between  the  Company  and  Jeffrey  Conrad, dated
February  6,  2004  (included as Exhibit 10.2 to the Form S-8 filed February 13,
2004,  and  incorporated  herein  by  reference).

10.12  Letter of Agreement between the Company and Roean Industries, Inc., dated
February  26,  2004 (included as Exhibit 10.1 to the Form S-8 filed February 27,
2004,  and  incorporated  herein  by  reference).

10.13  Non-Employee Directors and Consultants Retainer Stock Plan, dated October
2,  2003  (included  as  Exhibit  4  to the Form S-8 filed October 17, 2003, and
incorporated  herein  by  reference).

10.14  Fire  rescue  jet sale agreement between the Company and Barb Weir, dated
July  1,  2004  (included as Exhibit 10.20 to the Form 10-QSB filed November 23,
2004,  and  incorporated  herein  by  reference).

10.15  License Agreement between the Company and Albert Mardikian, dated June 2,
2004  (included  as  Exhibit 10.23 to the Form 10-QSB filed August 25, 2004, and
incorporated  herein  by  reference).

10.16  Sales  Agreement  between  the  Company and Barb Weir, dated July 1, 2004
(included  as  Exhibit  10.20  to  the  Form 10-QSB filed November 23, 2004, and
incorporated  herein  by  reference).

10.17 Consulting Agreement between the Company and TGR Group, LLC, dated January
27,  2004 (included as Exhibit 10.22 to the Form 10-QSB filed November 23, 2004,
and  incorporated  herein  by  reference).

10.18  Sales  Agreement  between the Company and Jackson County Fire Department,
dated  July  7,  2004  (included  as  Exhibit  10.23  to  the  Form
10-QSB  filed  November  23,  2004,  and  incorporated  herein  by  reference).

10.19  Marketing  and  Distribution  Agreement  between  the  Company and Marine
Holdings,  Inc.,  dated March 1, 2005 (included as Exhibit 10.1 to the 8-K filed
March  4,  2005,  and  incorporated  herein  by  reference).

10.20  Business  Services  Agreement  between the Company and Dutchess Advisors,
LLC, dated March 1, 2005 (included as Exhibit 10.26 to the Form 10-QSB filed May
16,  2005,  and  incorporated  herein  by  reference).

10.21  Investment  Agreement  between  the Company and Preston Capital Partners,
dated  August  24, 2005 (included as Exhibit 10.21 to the Form SB-2 filed August
24,  2005,  and  incorporated  herein  by  reference).

10.22  Placement  Agent Agreement between the Company, Preston Capital Partners,
and  U.S.  Euro  Securities, dated August 24, 2005 (included as Exhibit 10.22 to
the  Form  SB-2  filed  August  24, 2005, and incorporated herein by reference).

10.23  Employment  Agreement  between the Company and Laurie Phillips, dated May
16,  2005  (included  as  Exhibit  10.1  to the Form 8-K filed June 8, 2005, and
incorporated  herein  by  reference).

14.1  Corporate Code of Conduct and Ethics (included as Exhibit 14.1 to the Form
10-KSB  filed  April  14,  2004,  and  incorporated  herein  by  reference).

21.1  List  of  Subsidiaries  (included as Exhibit 21.1 to the Form 10-KSB filed
April  14,  2004,  and  incorporated  herein  by  reference).

31.1  Certification  pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  Certification  pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification  of  Officers pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

Reports  Filed  on  Form  8-K

On  September  15,  2005,  we  filed  an  8-K  regarding Changes in Registrant's
Certifying  Accountant.  Our Board of Directors dismissed Michael Johnson & Co.,
LLC  and  appointed  the  firm  Jaspers  + Hall, PC as our principal accountant.

On  October 25, 2005, we filed an 8-K regarding Entry Into A Material Definitive
Agreement.  We received a $632,965 order for seven Challenger boats from channel
partner  Life  Line  Marine.

                                       16
<PAGE>
                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

XTREME  COMPANIES,  INC.
-----------------------------------------
(Registrant)


/s/  Kevin  Ryan
----------------                            November  30,  2005
Kevin  Ryan
President  and  Chief  Executive  Officer


/s/  Laurie  Phillips
---------------------                       November  30,  2005
Laurie  Phillips
Chief  Financial  Officer